REG - Live Company Group - Re-payment of Riverfort facility, Issue of Shares

LiveAnnouncement

27/03/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230327:nRSa2308Ua&default-theme=true

RNS Number : 2308U  Live Company Group PLC  27 March 2023

27(th) March 2023

 

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014. as it forms part
of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018
("UK MAR").

 

LIVE COMPANY GROUP PLC

("LVCG", the "Company" or the "Group")

 

REPAYMENT OF RIVERFORT SHORT TERM FACILITY / AMENDMENT OF SETTLEMENT AGREEMENT
ISSUE OF SHARES/WARRANT REBASE/TVR

 

LVCG announces that further to the announcement which took place on 3 February
2023 where the Company announced a drawdown of £200,000 of a short-term
prepayment facility that it has now arranged to fully repay this facility
early in cash by way of a new equity subscription by a number of long-term
existing shareholders. This has been arranged by the Company and therefore no
placing commission is due on this subscription.

In relation to the Settlement agreement for the prior funding arrangement also
referred to in the announcement of 3 February 2023,it has now been agreed that
the first £50,000 tranche of this will be paid in cash  in instalments
between15 April  2023 and 30 May, with the remaining tranches of £50,000
nominal settled in either cash or by the issue of Ordinary shares ( at the
Company's discretion) as per the original agreement commencing on 1 August
2023. Furthermore, the Investors (Riverfort/YA) undertake to use their
reasonable endeavours not to trade Settlement Shares representing more than
25% of the calendar monthly volume trade for the month on which any Settlement
Shares are sold.

 

 

Issue of Equity

To provide funding for the early re-payment of the short-term facility the
company has raised £200,000 via direct subscriptions by certain existing
shareholders ("the Subscribers") for a total of 10,000,000 new ordinary
shares of 1p each at a price of 2.0p per share ("Subscription Shares") and
these have been allotted to the subscribers ("Issue") conditional only on
Admission (as defined below). Settlement is on T+10 and, on receipt, the
funds will be applied towards the repayment of the £200,000 short-term
prepayment facility as referred to above.

Warrants

The Company will issue to the Subscribers warrants of 12,500,000 to subscribe
for a total of 12,500,00 new ordinary shares of 1p each ('new Ordinary
Shares") on a ratio of 1.25 warrants per Subscription Share ("Subscription
Warrants").

Each Warrant will provide the holder the right to one new Ordinary Share on
its exercise. The Warrants will be exercisable at a price of 3.5p for a
two-year period from the date of admission of the subscription shares in
accordance with the Warrant instrument. If exercised in full, the Warrants
would result in the issue of up to a further 12,500,000 new Ordinary Shares.
Warrant holders will be required to warranty their original holding of
subscription shares in order to exercise the warrant.

Warrant Re-base

Furthermore, LVCG announces that following consultation with existing warrant
holders that certain warrants issued in 2021 and 2022 will be rebased. The
rationale for the re-base is to provide a realistic target against the current
share price and therefore provide the Company with the potential funding
benefit of exercise in due course.

The warrant instrument states that 75% or holders need to agree to request a
change in term and exercise price. The Company confirms that it has received
confirmation from all warrant holders required to execute this change. Details
of the new warrant terms are given below.

4(th) May 2021 Warrants

As previously announced on 4th May 2021, 1,500,000 of warrants at 5p were
issued for a term of two years. These warrants will now have an exercise price
of 3.5p per ordinary share and can be exercised anytime within two years from
the date of this announcement.

17(th) December 2021 Warrants

As previously announced on 17(th) December 2021, 11,428,572 of warrants at 5p
were issued for a term of two years. These warrants will now have an exercise
price of 3.5p per ordinary share and can be exercised anytime within two years
from the date of this announcement.

8(th) July 2022 Warrants

As previously announced on 8(th) July 2022, 8,000,000 of warrants at 8p were
issued for a term of two years. These warrants will now have an exercise price
of 3.5p per ordinary share. The term for these warrants will remain the same.

 AIM Application and Total Voting Rights

 

Application will be made for the Subscription Shares, which rank pari passu,
with existing ordinary shares, to be admitted to trading on AIM
("Admission").  Admission is expected on or around 31 March 2023.

Following Admission, the enlarged issued share capital of the Group will
comprise 259,923,920 ordinary shares of 1p each ("Ordinary Shares").  Each
Ordinary Share has one voting right.  No Ordinary Shares are held in
treasury.  The above figure may be used by LVCG shareholders as the
denominator for the calculation by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Group under the FCA's Disclosure Guidance and Transparency Rules.

Chairman David Ciclitira commented: "I would like to thank our long-term
shareholders who continue to show support for the company as we grow our
strategy in 2023 and beyond. I would also like to thank Riverfort for their
support with the short -term facility."

Point of Clarification Birdman Contract

Shareholders should note that for the avoidance of doubt all contracts
announced on 13(th) February have been signed and the first payment of
$450,000 has been received by the Company.

Enquiries:

 

 Live Company Group Plc                        Tel: 020 7225 2000

 David Ciclitira, Executive Chairman

 Sarah Dees, Chief Operating Officer

 Beaumont Cornish Limited (Nominated Adviser)  Tel: 020 7628 3396

 Roland Cornish/Rosalind Hill Abrahams

 Oval(X) (Broker)                              Tel: 020 7392 1436

 Thomas Smith

 

About Live Company Group

 

Live Company Group Plc ("LVCG", the "Company" or the "Group") is a live
events, entertainment and sports events company, that has been trading on AIM
since 2017.

The Group is divided into four divisions:

 

·    BRICKLIVE - consisting of a network of partner-driven fan-based and
touring shows using BRICKLIVE created content worldwide. The Company owns the
rights to BRICKLIVE - an interactive experience built around the creative
ethos of the world's most popular construction toy bricks. The Group is an
independent producer of BRICKLIVE and is not associated with the LEGO Group.

 

·    KPOP -  the company owns the rights to the K.Flex brand and through
its joint venture with the Explorado group KPOP Europa (KPE) is a partner in
and the Executive Producer of K.Flex in Frankfurt.

LVCG also owns the brand KPOP Lux and is the executive producer of KPOP Lux in
Madrid and London. Both of these shows are produced in partnership with SBS -
the Korean television network. The Company organises an annual Japanese KPOP
festival called KPOP Lux Nagoya in partnership with Birdman - a leading
advertising and entertainment company based in Tokyo.

 

·    StART Art Global (SAG) - SAG owns StART Art Fair in London which has
been staged over the last 9 years at the Saatchi Gallery. SAG has licensed the
rights to the StART brand in Korea. The licence includes the right to create
and run StART Art Fair Seoul and various StART+ exhibitions.

SAG has also licensed the right to the StART brand in Japan to Live Company
Japan a joint venture with M Group Holdings Co.

SAG has also licensed the brand to Live Company Korea to create the StART Art
Coin.

 

·    Live Company Sports and Entertainment (LCSE) - LCSE owns LCSE Pty in
South Africa which has a long-term relationship with Pick 'n' Pay and the
Ocean Race.

LVCG is a founder shareholder in E-Movement - the promoter of the Formula E
Race in Cape Town. As part of this relationship E-Movement has retained LCSE
(through E-Movement holdings) as its implementation partner. E-Movement
Holdings a 100% subsidiary of Live Company Group has the right to sell
sponsorship for the Formula E race in Cape Town.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCDZGZFRVLGFZM